


Take a Step Back

by SciFiPerson



Category: Spider-Man: Homecoming (2017), Spiderman comics, post infinity war - Fandom
Genre: Avengers not really there, Be okay my friends, Betrayal, Dead Aunt May, Dead Bruce Banner, Dead Clint Barton, Dead Natasha Romanov, Dead Steve Rogers - Freeform, Dead Tony Stark, Depressed Gwen Stacy, Fluff and Angst, I'll add tags, Mentions of Sucidial Thoughts, More Depressing Stuff, Multiple Spider Men, Peter Parker getting over depression, Self Harm, dead Loki, dead thor, idk - Freeform
Language: English
Status: In-Progress
Published: 2018-09-29
Updated: 2018-10-18
Packaged: 2019-07-20 08:41:58
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 13
Words: 18,862
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/16133708
Author URL: https://archiveofourown.org/users/SciFiPerson/pseuds/SciFiPerson
Summary: Sooo.... I have just recently watched a YouTuber play Marvel's Spiderman was was inspired to write this. There is no spoilers to the game in this fanfic.Post IW, everyone who is dead is already listed above. So sorry, but I'll give a little explanation on a few, but most of them will be short.





	1. Remembering

God, was Peter going through a rough time.

Thanos, he was dead. After a few months of the Avengers tracking him down and finally defeating him, the purple Titan was gone, and all those who had died came back. 

But the Avengers were broken.

Steve Rogers, someone that Peter had admired, had died in an attempt to save the rest of the Avengers, an attempt that had failed. Natasha Romanov, the cool Russian spy that Peter wished he could have met, failed to bring back the Hulk, and had died by his hand. Bruce Banner, now forever the Hulk, had disappeared onto another planet, never to be seen again. Thor, a literal  _god_ , died trying to bring back his younger brother, Loki. Clint Barton, dead after striking the final blow on Thanos's head, not having any protection from the blast that had came after it.

And Tony....Mr. Stark....

Had died bringing back Peter.

In the Soul Stone, Peter had been making sure that everyone got out, that no one was left behind. But, the portal began to break, since there had to be enough life in the stone to keep it stable.

Mr. Stark had entered the stone so Peter could escape.

_Sorry, Pete. But I can't let you be left behind._

_I love you, kid._

Tears filled Peter's eyes once more as he remembered Mr. Stark's face as they were in the stone.

_No, no, I can't let you do this Mr. Stark! I can't let you die here!_

_It's not fair!_

_Life's not fair, Peter. Haven't you figured that out? It wasn't fair that an innocent child like you had to lose your parents, or your uncle. It's not fair that you had to be bitten by that spider. It's not fair that you had to watch over New York. But it's what happened._

_Go, Peter. Reunite with your aunt, go find your friends. My time's up, but your's is just beginning. I'll miss you, kid._

They had shared one last hug, and then Mr. Stark was gone. Forever. 

Peter had returned to Earth from Titan, with Strange and the Guardians. But when the group returned, the pit was only dug deeper.

Among the cheering crowds in the streets, filled with people finding their lost loved ones, Peter found his apartment....quiet. His first thought was that May was in the crowds outside, looking for him and her friends. But, as he entered the kitchen, his hopes crashed.

There was May, bloody and cold on the floor. Dead.

Peter lost it.

And, even now, after learning that May died like many others, from people robbing food and supplies from others, even after knowing it was after he had died, Peter felt responsible. He felt like he could have stopped it, even though he had no control over it.

And, even now, a whole year later, every time he remembered the moment he felt like bawling his eyes out. 

But today, he didn't have time. He was in his room at the Avengers Compound, sitting on his bed in a suit and tie, gathering the courage to leave and go visit this old client of Mr. Stark's, that Bucky, the new leader of the Avengers, had recommended to check out. Bucky had said that, "Maybe he can help work on some new suits, kid. He's a damn good scientist."

Peter felt his Spider suit from under his nice suit. He had to do this. This was his job, now. 

Standing, Peter walked to his door.

\--

As he approached the building, Peter looked back at the text that he had received.

_731 Fox Street_

_Old brick building._

_Run by a man named Doctor_

_Otto Octavius._

Looking at the old door, he knocked.

After a few seconds, the door opened, showing a girl, who looked a little bit younger than himself. Light blond hair tied back in a ponytail, wearing a dark shirt and jeans. She looked at Peter for a second, head tilted a little bit.

"Who are you?" She asked, confused.

"Peter Parker. Stark Industries. I'm here to see Doctor Octavius?" He glanced into the building, seeing old wallpaper but cool robots cleaning the walls. They looked hand-made, and a few years old.

"Oh! Mister Parker! I completely forgot!" The girl let him in, and shut the door behind them. "Otto-I mean, Dr. Octavius is in the workshop. I'll take you there." She began to walk quickly through the hall, stopping at a metal door. The window on the door showed a dark-skinned boy, looking the same age as the girl, and an older man working across from each other. The girl opened the door.

"Miles! Otto! Mr. Parker is here!" She said, pushing the door open wide. Dr. Octavius looked at Peter, and Miles watched the girl, occasionally looking at Peter. 

Dr. Octavius grinned at the two teenagers. "Thanks, Gwen. Why don't you and Miles go on break? I'll take it from here." 

"Perfect. Come on, Miles." The girl-Gwen-waved over Miles and the two walked over to another room. 

Dr. Octavius walked over and held his hand out. "Otto Octavius. It's nice to meet you."

Peter shook the man's hand. "It's nice to meet you too, Dr. Octavius."

"So, why did you come out here, Mr. Parker? I figured you would have enough great people at SI, or that you would go straight to Oscorp if you needed anything."

"I was told of an amazing scientist that worked over here. I figured that I could check it out, see if it was true."

Dr. Octavius smiled. "Well, it isn't just me. Gwen and Miles, those two kids, they are just as amazing as me. Trained them myself, of course. But they've reached my level. All those cleaning robots in the hall were made by them."

Dr. Octavius showed Peter around the workshop, telling him about everything that the three had been working on for the past two years. All about how they were working on making prosthetic limbs for the average people, from soldiers coming home from war who had lost whole limbs to people who had to get a finger or toe amputated. Helping the whole world, the doctor had put it.

One of the many messy tables held a mechanical arm, and a band with wired connected to it. "What's this?" Peter asked.

"That is one of the prototypes for the prosthetic." Dr. Octavius grabbed the band and put it around his neck. Once it was around, the arm jerked and slowly began to move. "We're still working on it, but we're getting close. Just a few dozen more bugs."

Peter smiled. "Well, I better get going. I have a lot to go today."

"Well, it was nice talking to you, Mr. Parker." Dr. Octavius held out his hand, and Peter shook it once more.

"Nice to speak to you too, Doctor." Peter looked over to the room were Gwen and Miles were standing in the doorway. Miles's eyes widened, and Gwen gave Peter a small wave.   
"I hope to get to know the both of you better when I come back."

"If you come back." Gwen smiled. "Bye, Mr. Parker."

"Bye, Mr. Parker." Miles said, in an echo of Gwen. 

With a small smile on his face, Peter left the old brick building. He left with a the first good feeling he had had since Thanos.


	2. Just a Lunch

**Notes for the Chapter:**

> Quick Reminder:  
> Peter is 18 (I think he was 17 in IW so he would be 18 now)  
> Gwen is 16  
> Miles is 16

Once Peter was out of sight of everyone, he changed out of his dress suit and pulled on his Spider mask and gloves. Stuffing the suit into a backpack he had set over in the area, deciding to do a bit patrolling, since there wasn't really anything else to do.

He began to swing around, feeling the cool wind as he flipped in the air. It was so refreshing, so amazing. Just, carelessly flying in the air, something that he rarely did anymore. There were no words to describe the feeling.

After about twenty minutes of just flying in the air, Karen disrupted his thoughts.

"Mugging. Three blocks north." The A.I.'s voice said.

"Thanks Karen!" Peter replied, adjusting his swing to he could get to the mugging.

\--

Once Mr. Parker had left, Miles looked over at Otto.

"Otto, can Gwen and I pick up lunch? We already have a place picked out." He asked his mentor, leaning against the doorway. Otto looked over at them and nodded.

"Sure, just don't take to long. We still have lots of work to do." Otto replied, and both Gwen and Miles grinned.

Gwen bounced a few steps towards the door. "Come on, Miles!" She pulled open the door and looked over at Miles. He sighed and walked over, following her out the building. Once they were outside, they turned towards the Chinese food place. 

"It was cool, meeting Mr. Parker." Miles said, as they began walking. "But why does his name sound so familiar?"

"Peter Parker. Tony Stark's old intern. It was announced a year ago, right after the Snap was reversed, that he would be taking over SI when he turns twenty-three. I believe he's eighteen right now." Gwen replied, smiling. 

"So he's two years older then us. Nice." Miles smiled, too. After being silent for a second, he added. "Hey, wasn't Spider-Man also Stark's intern?"

"No, Spider-Man was Stark's sidekick." She looked up at Miles. "Why, you think Peter is Spider-Man?"

"Just a thought. Remember, only Tony Stark knew of Spider-Man's identity. And Stark doesn't seem like one to take on an intern."

"Well...I'm not sure, but it's a decent theory. But, if it _is_ true, then don't tell your friends. I don't want Spider-Man of all people angry at me."

Looking down the street, Gwen sighed. "Speak of the devil...I found your friends."

Down the street were a group of boys, looking almost identical to Miles, except that they all had different hair styles. Gwen didn't really like the guys, but she dealt with them, the rare few times that they actually saw each other.

"Hey, it's Miles and Gwen!" One yelled, and all of them watched as Miles and Gwen walked over. One of the guys wrapped his arms around Gwen's shoulders, and she gave him a death glare.

"Zach..." She growled, suddenly looking very scary. Zach smiled and moved his arm.

"Got it, Gwen." He patted the girl's head and looked at Miles. "So, where you two going?"

"Finally going on that date?" Ganke joked, grinning widely.

Miles clenched his fist. "Hell no, idiot. We're going to get food for lunch, and we're eating at the lab."

Ganke began to laugh. "Bro, I'm kidding. No need to get angry. You two go along, we won't stop you." The group of boys all waved and began to walk the way that Gwen and Miles had came from.

"Your friends are idiots." Gwen said flatly.

"I know. But that's why they're my friends." Miles smiled and began walking to the restaurant. "Let's go-Otto said to hurry."

Gwen sighed and jogged to catch up to her friend. They began to discuss what to get once they got there. Gwen was using her food money that she got every week from Otto; to use in case he was out and she couldn't come. 

Gwen lived with Otto, in the lab. It was a long story, one that Miles didn't really understand. All he really knew was that Gwen's parent's were long dead and that she had been living with Otto for six years, and had been home-schooled for four of those years.

Once they got to the Chinese place, Miles ordered for them and the two sat down across from each other. Gwen pulled out her phone and looked at the time.

"It's twelve. I hope we can get back by thirty." She told Miles. After a few minutes, she laughed and turned her phone to Miles.

"They're making a Spider-Man cartoon!" She said, holding back laughter. 

Miles looked at the picture. Sure enough, it was a cartoon Spider-Man, in a similar suit to his real one. But next to the suit Spidey had a normal Spidey, with glasses and black hair and pale skin. Looking like the shy kid.

"God, are the animation company's that desperate? This is stupid." Miles replied, but he was grinning. It was funny.

"Mister Morales? Your order is ready." The worker up front said, with a brown paper bag on the counter. Miles jumped up and walked to the counter, gave the cashier the money to pay, and grabbed the bag to carry back to the lab. Gwen bounced to his side and was almost jumping up and down as they began to walk back.

"Calm down, Gwen. We'll get back soon enough." Miles smiled, making her stop.

"I can't help it! It smells too good!" Gwen began to walk fast back up to Miles when a rock hit her ankle. As she said  _owowowowowwwow,_ Miles looked to face her.

"You okay?" Miles asked, walking over. A rock was then thrown at him, but he dodged it. He looked towards the direction that the rocks were thrown.

Three man, hidden by the shadow of the alley, slowly began to walk out. One came on each side of the two teenagers, and they both looked at each other.

"So, what do we have here?" One of the men asked. 

"A couple, it seems like." Another said, walking over and clenching onto Gwen's arm. "And hey, the girl's kind of cute."

Gwen growled and kneed the guy in the crotch. The guy stumbled back, and she kicked the guy on the side, making him fall to the ground. 

"A fighter, aye?" The men began to laugh. Miles looked over at Gwen, as she twitched and looked at the other guys.

She growled, "If anyone else touches me, you will suffer."

"You tell them, tiger!" 

Looking at the sky, Gwen, Miles, and the muggers saw Spider-Man himself swing in and kick one of the guys in the face. Gwen and Miles watched in awe as Spider-Man kicked the living daylights out of the men.

Then, one of the men grabbed Gwen's arm. She spun around and bit the guy's hand. Miles kicked the guy a few times, elbowing him right between the eyes to finish him off. Once the guy was cold on the ground, Miles and Gwen locked eyes for a few seconds before looking at Spider-Man.

"Wow, you two did amazing." He gave the two a thumbs up. "Ten out of ten. I've got to go, but have a nice day!"

"Bye, Spider-Man!" Miles and Gwen said in unison. Then, once Spider-Man was out of sight, the two began to sprint back to the lab.

\--

"And that's the reason it took you so long to get back?" Otto asked after Gwen and Miles explained the events to him. Once the two had gotten back to the lab, they were panting and it took a few minutes before Otto could get them to talk about what happened. And once they could, they didn't pause. 

"I know, it seems crazy, but it's one hundred percent true!" Miles exclaimed, taking another bite of his crab puff. "It was so cool!"

"No, I believe you." Otto smiled. "Lucky you two. Getting to fight with Spider-Man."

The three finished eating and began working on the arm for a few hours. They were able to fix a few bugs, which was a good day's work. At five o'clock, Miles's was done with his internship for the day, and Gwen walked him home.

"Hey, I'm going to Oscorp on Tuesday, for a school field trip." Miles said on the walk to his house.

"Don't let Otto know. He'll kill you." Gwen smiled, and looked up at him. "I hope you have fun. I'm actually going there tomorrow."

Miles stopped. "Why?"

"I was offered a job, by Normand Osborn himself. I'm going to refuse, but I curious to see what it looks like."

"Does Otto know?"

"Of course. But I'm going to get information; see what we're up against. You're going for school."

Miles was still very confused. "You're sixteen. Why did Normand Osborn offer you a job?"

"No clue. But I'm still checking it out!" Gwen smiled, and looked forward. "We're at your house. Looks like your dad's already home. Well, talk to you later, Miles!" She patted Miles's head and jogged away, her blonde ponytail flying in the air.

"Bye, Gwen." Miles yelled after her, and turned around to walk into his house. Opening the door, he smiled to himself, thinking about Gwen writing notes about every little thing she saw at the Oscorp labs.

Inside, Miles's dad, Officer Jefferson, was still in his police officer suit and was sitting on the couch. "Back from interning?" He asked.

"Hello to you too." Miles sighed, unzipping his hoodie and setting it on the coat rack. "Hey Mom!"

"Hi, Sweetie." Miles's mom, Rio, said from the kitchen. "There's pizza on the stove if you haven't ate yet."

"Thanks Mom!" Miles grabbed a few slices and sat down in the kitchen and ate quickly, tired from working and wanting to make sure he finished his homework. 

It was just a normal night.


	3. Spidies Go Bitey

**Summary for the Chapter:**

> Quick Note- It's Gwen's POV for Monday, and Miles's POV for Tuesday
> 
> And there will be more Peter, soon. Just not yet. I need to set up Gwen and Miles's stories. :)

\--Monday--

Gwen smoothed down her black dress as she waited for her ride to Oscorp to come. Otto was working on the prosthetic, since he had nothing to do with Oscorp or Normand Osborn. But he still had wished Gwen good luck and said goodbye to her. 

Gwen's hair was down, something that she never did. It was wavy, and silky, and looked amazing. That's mostly the reason why she kept it up.

Someone knocked on the door, and Gwen slowly opened it.

A man in a black suit stood in the doorway. "Miss Stacy? I am here to take you to Mr. Osborn at the Oscorp labs."

"Thank you, sir." Gwen nodded and smiled. The man led the way to the car, and Gwen climbed into the back, making sure her dress still looked nice. 

It was uncomfortably quiet. The only times she really rode in a car was to go to shows that she and Otto went to, just to show off their amazing pieces. And when they went to those, they couldn't stop talking. They were both always nervous about if the project would fail, so they went over everything on the way there. But now, Gwen was super nervous. First time going to something big alone, and having no one to talk to. So her legs were bouncing more then usual and she kept tapping her fingers on her legs.

When finally they reached the Oscorp labs, Gwen climbed out of the car and instantly fixed her hair and dress, trying to look older and more professional than she really was. The driver led her to the front doors and opened them for her. Thanking the driver, she walked in. 

Right inside was Normand Osborn himself, waiting with a few other people, all in suits. "Good Morning, Miss Stacy." Normand walked closer to her once she got closer.

"Good Morning, Mr. Osborn." Gwen replied, smiling a little bit. The two shook hands, and Normand gestured to the other people.

"Miss Stacy, these four men will be accompanying us on our tour. Donald Menken, my personal assistant. Charles Standish, the senior vice president of Oscorp. Nels van Adder, one of the research scientists, and my own son, Harry Osborn." Normand addressed each person, and as each one's name was said, the man nodded.

"Uh...hello, everyone." Gwen said quietly, trying to figure out how to address them properly.

Donald Menken took a step forward. "Mr. Osborn will be busy today, preparing for the school tours tomorrow, so it will be Mr. Harry Osborn and I showing you around. Please, come this way."

Gwen followed Donald Menken and Harry Osborn to the smaller labs, filled with all the technical stuff Gwen wanted.

"So, you work for Octavius Labs?" Harry asked as they viewed the labs.

"You could say that." Gwen replied, in awe at the machines being worked on. "Why do you ask, Mr. Osborn?"

"It's Harry, Miss Stacy." Harry smiled down at her. "And isn't it just you and Mr. Octavius working there?"

Gwen looked up at him. "Dr. Octavius now has an intern, so there's three of us."

Donald Menken began talking, so Gwen didn't have to talk to Harry for a while. Gwen already got a good vibe from him, but she also knew he was one to ask a million questions. So she just paid attention to what Donald was talking about.

Soon, they got to the biology section.

"This is the section where our biology scientists study diseases and try to make cures. This is also where we work on different types of cures for superhuman abilities. Sadly, the only way to learn how to cure these abilities is to create them ourselves." Donald pointed to cases of displays, looking like zoo exhibit. There was spiders; a lot of spiders. Scary amounts of spiders. "Spiders, it seems, are the best way to go with these experiments."

Gwen read the labels above the cases.  _Bio-Electrokinesis & Camouflage?  Super Speed? Enhanced Abilities? What were these?_

"Have you ever lost any of the spiders?" Gwen asked, shivering at the thought of them all coming out and biting people.

"I believe we have only ever lost one. And we believe that it was the spider that created Spider-Man." Donald said, his voice going a bit darker.

Suddenly, one of the scientists ran over. "Mr. Menken! Someone broke a few of the cases, and there was spiders loose!"

 _Wow. What the coincidence._ Gwen thought as she and Harry were ushered out the door.

"My apologies, Miss Stacy. We will have to find a time to continue this tour another day." Donald exclaimed in a hurried voice. The door was slammed shut, and an alarm was turned on in the building.

"Come on, I'll take you back to the Octavius labs." Harry began to jog towards the cars, and Gwen struggled to follow, since her stupid shoes weren't made to run in. But she made it.

There was a little pinch on her neck, but she just brushed it off and climbed into the car. It wasn't anything.

 

\--Tuesday--

 

Miles sat on the bus with his friends, talking about what they would be seeing at the labs. The biology lab was off-limits, since there was an 'accident with some of the chemicals'. But Gwen had told him last night that a few of the superhuman-spider-things got loose. She was okay, thankfully, but Miles had a new idea on how Spider-Man became Spider-Man.

"I heard that they have hundreds of little robots working at all times!"

"Isn't the building, like, ten stories high?"

"I am  _not_ walking up ten flights of stairs."

"Oh, this is going to be so cool! I can't wait!"

Miles was on his phone, reading over Gwen's texts once again.

**Otto is out of town for the week**

_why_

**Not sure but it's just me for awhile**

_i'll come by after school_

**Can't, I was told to not let anyone in**

_fine. tell me when Otto gets back_

**kk bye bye**

_bye_

Why wasn't he allowed to come over? Not even for homework? That was stupid. Otto would have let him.

Was Gwen angry at him?

Why the hell would Gwen be angry at him?

When the bus was in sight of the Oscorp labs, everyone stared out the window. Miles knew that the place was amazing, but he would always stick with Otto and Gwen. They had the best intentions and two of the smartest brains that Miles had ever seen. He was amazed, even after five years of knowing Gwen and two years working with them. Still astonishing. 

The bus parked in the front parking lot, and all of the students got off. Mr. Normand Osborn and a few other people were waiting in front. All of the kids were separated into small groups. Miles was with a few girls and two guys he didn't really know. He unzipped his jacket as his group walked into the building.

The guide that was showing them around asked them where they would like to go first.

Miles raised his hand. "Can we go to your tech labs?"

The guide looked at him, with a faint smile. "That's the first time someone has actually answer. Sure, kid. Why, you into tech?"

"I'm interning at Octavius labs, for Doctor Octavius. I'm curious to see what's here." Miles said, straight to the facts. 

"We had a Octavius employee come in yesterday. I believe she was Miss Stacy?" The group began walking, but the guide and Miles were still talking.

Miles nodded. "Gwen Stacy? She told me about her visit. She told me about the incident in the biology room."

"Pity. People generally like seeing the biology room, but I guess today we won't do so."

"Are any of the spiders still lost?"

"We only can't find two. But we're sure that they're all in the BIO room." The group walked into the tech labs. The guide began discussing what Oscorp has been working on, almost like what had happened when Mr. Parker came to visit, and Otto was telling him what they had been working on.

When they were done touring the tech labs, the guide showed the group the rest of the bottom floor, and the outside BIO section that wasn't off limits. Everyone was impressed, and Miles really liked it. He hoped that Gwen had been able to see this. 

"Okay, let's go to the cafeteria!" The guide said as they came inside. They group made their way to the cafeteria and got food. Miles found his friends and they all ate lunch together. Miles set his jacket on the ground since he was getting hot. He opened his phone texted a picture that he had taken and sent it to his mom and Gwen. His mom sent back a smiley face, but Gwen didn't reply.

The rest of the day, Miles walked around the building, learning about all the things that he never really would use ever, but it was cool. But, whenever he checked his phone, he got worried when he noticed that Gwen hadn't seen his text. She was probably just charging her phone, but he usually kept her phone on when she did. And she always replied within three minutes. So far, it's been two and a half hours. He was getting pretty worried.

Well, he would go over there tomorrow if she didn't reply.

When he began walking home from school, he felt a sting on his arm. He smacked it, and saw a spider in his hand. He cringed and threw the dead spider away, and he couldn't help but think about those spiders that had gotten out.

But they were all in the BIO room. None of them had gotten out.

Suddenly, he felt sick in the stomach. He didn't throw up, but something felt weird about his skin. Looking down, he didn't see anything. Nothing-not even his body.

_Oh shit..._


	4. AfterShock

Miles sat in an alley, waiting for his body to feel normal again until he left. Even still, he was careful, and terrified.  _What is happening?_

Only one thought filled his mind.  _The spider bite....oh no..._

That was one of the escaped BIO spider. Now only one was left.

Miles looked back at his phone. Still, she hadn't even seen it. He was getting scared. He didn't really want to go over there, since she had told him that he couldn't. But if she wasn't going to answer any of his texts...

He texted her again, asking if she had seen his picture. Sliding his phone back into his pocket, he slowly began to walk back home. It was still very bright out, and the light was beginning to hurt his eyes. The sounds of the cars began to hurt his ears. His senses were...enhancing? Was he just pretending? This wasn't real.

He began to run. He ran into his house, slamming the door shut. Both his mom and dad were still working, so he was home alone. Running into his room, he slammed that door and locked it, and shut his window. He didn't know what was going on. His eyes hurt, his ears hurt, and parts of his body kept turning invisible. And, he felt energy in his hands. All of it hurt, and felt wrong. He felt like screaming.

Falling onto his bed, he curled up on his blankets and began crying into them. He was so lost.

He knew one thing. He wasn't hallucinating. If it was, then he would be thinking that he was bleeding or whatever. This...this was real. Somehow.

He needed to talk to someone.

_Please, Gwen...pick up!_

\--

Gwen felt like death.

She was laying on the bathroom floor, barely moving. She had been throwing up for the past day, and didn't have any food left inside her. Her phone was somewhere in the bathroom , but she couldn't find it. She could only hear the blaring notification noise. Yesterday she had been able to at least text Otto and Miles, but now she could barely move. It was that bite...

That stupid spider bite.

Now, a day later, she knew what it was. One of the spiders had bit her on the neck. 

Those damn, stupid Oscorp scientist. Breaking those stupid cases that hold dangerous spiders. Why do the cases have breakable glass? Why are they trying to cure mutants?

The faint light coming from the high up window burned her eyes. God, her eyes...her ears...

Her bare skin could feel every little millimeter of the old tiles on the floor. Every thread of her clothing. Every strand of hair.

The inner voice inside of Gwen's head demanded that she get up; that she get food and water. She knew it was true, but standing up seemed to hard.

_Get up, idiot!_

Sighing, she slowly lifted her arm and, shaking, she grabbed the tub wall and, with her other arm, she pushed up against the wall. Gently, she pushed herself up. It hurt, but she had to do it. 

Once she was on both feet, she leaned against the wall and slowly walked across the room. Grabbing her phone, she opened the bathroom door and slowly walked out of the bathroom, staying against the wall. Stumbling, she found her way to the kitchen. Her legs felt like they were being stabbed by knives.

Entering the kitchen, she almost fell when she had to take a few steps without the wall. Smacking into the fridge, she looked inside.

Inside was some leftover Chinese food, a few things in plastic containers, and a few of Gwen's yogurts. Gwen grabbed one of the yogurts and stumbled to the dish drainer. Falling onto a chair, and pulled open her yogurt and took a small spoonful.

It was over a day since the sickness had started, and maybe now it was slowly going away. Hopefully. She was slowly getting used to the once dim lights. Now they seemed much brighter. Gwen opened her phone. The bright screen burned her eyes, but after a few, painful seconds, her eyes got used to the light and she was able to turn the brightness down. On the screen showed that she had 2 texts from Miles; a picture from Oscorp and a text, _u see the pic?_

She opened the text messenger and replied, _sorry, I feel terrible right now_

He didn't reply, so Gwen just began eating, not very sure if it would stay down. Thankfully, it did. But her legs hurt to bad for he to go get something else. So she just hid her face and resisted the urge to cry from the pain.

The seemingly loud chime of her notification sound startled her, but she grabbed her phone and checked. It was Miles.

_me 2. felt terrible once i left school. but feeling better now. can i come over 2morrow?_

Gwen smiled.  _sure, after school CU then_

_bye gwen_

_byebye_

Gwen dropped her phone onto the table and hid her face once more. Her legs were beginning to stop hurting as much. Was it because she hadn't been walking, or were they healing? Who would know?

Could she tell anyone about her spider bite? There was no way that she could keep it a secret. Maybe just Miles and Otto? Just Miles? Just Otto? Those were the only two that made sense to tell.

Wait...maybe Mr. Parker?

He might be Spider-Man. And, even if he isn't, he has the most experience with superheroes than anyone else she knew. But...did she really even know Mr. Parker? Not really. 

Uh. Her head hurt. She needed medicine.

Finally, she pulled herself to her feet. Stumbling, she reached the medicine counter and grabbed one of the painkillers. Grabbing a cup, she filled it and took the pill. Taking a drink, she shivered as she swallowed it. God, taking medicine sucked.

Walking back to the table, she tripped and grabbed the table edge. Sighing, she pulled herself up. Gwen rubbed her eyes and sat down, suddenly very tired. She hadn't been able to sleep since she got back, since she got bit.

What was she going to do?

\--

Miles heard the door open as he laid on his bed. Squeezing his eyes shut, he got up and walked into his bathroom.

"Miles! You home, sweetie?" His mom asked, walking up to his room.

"Bathroom!" Miles replied, cringing at his shouting. It seemed to loud.

Sitting down on his floor, he read the text from Gwen again. She wasn't feeling to good, either. Was she...was she bitten by a spider? Hopefully not. He hoped that she wasn't going through all of this. 

Running his hand through his hair, he sighed, letting his eyes get used to the light. The lights were bright, sounds were loud, everything was different. And his body  _kept_ disappearing!

Leaning his back onto the wall, Miles closed his eyes and thought about what he would do tomorrow, since he told Gwen that he would go over to the lab.

Would he tell her about this?

Yes. Of course he will. He could trust her.

**Notes for the Chapter:**

> Peter should be in the next chapter! Don't worry!


	5. Confess

Peter walked out of his last period class, with Ned by his side. They were talking about a good time to go over to Ned’s house, to build a new Lego set. The two agreed to meet later that day. They walked over to Peter’s locker.

Peter opened his locker and pulled out his backpack. His phone began to fall out, but Peter’s fast reflexes caught it before it hit the floor.

His screen was bright, and it showed a text message from Dr. Octavius.

_ Hey, Mr. Parker. I don’t mean to inconvenience you, this is just a request. But can you go to Octavius Labs and check on Gwen? She hasn’t been answering my calls or replied to any of my texts.  _

Peter held the phone in his hand for a few seconds. Why was Dr. Octavius ask him to check on Gwen? Couldn’t he just ask Miles, who actually knew Gwen? Well, whatever. Peter wanted an excuse to go back to Octavius Labs, and get to know Gwen better.

“Hey, Ned, something just came up.” Peter looked over at Ned, who was opening his own locker, a few feet away. “I’ll see if I can come later. But we might have to reschedule.”

“Work at SI? Or...or the other thing?”

“Neither, really. Just helping out one of Mr. Stark’s old clients.” Peter tossed his backpack onto his shoulder. “I’ll talk to you later, Ned.

“See you later, Peter.” Ned waved as Peter began to leave the school, trying to figure out the best way to get to the lab.

Beginning to jog down the streets, he realized that the lab were much closer than he believed. 731 Fox Street.

For good measure, Peter looked through the windows. There was curtains over the windows, but he could see someone walking in the room. It was probably Gwen.

Why wasn’t she answering Dr. Octavius?

Walking over to the door, he knocked, and waited for what was inside.

\--

Gwen woke up on the floor, covered in one of her blankets. Where....what had happened?

“You finally awake?” Miles asked, walking over and kneeling down. “I came over this morning and you were out cold. I didn’t want to wake you, so I just grabbed you a blanket.”

“Wow..thanks.” Gwen sat up, rubbing her eyes. “Wait...why aren’t you at school?”

“My mom called me in sick. If you were feeling bad, then something was really wrong.”

“Really, Miles? You should have gone to school.”

“Why? It’s not like I really need to learn anything right now.”

Gwen sighed, and stood up. Her legs still really hurt. “You have a point. School’s stupid. What time is it?”

“Ten thirty. You must have slept for awhile.” Miles smiled and walked over to the table. Apparently, she was still in the kitchen. “Hungry?”   
“Very.” Gwen tried to walk normally, but she stumbled a bit as she walked over to the table. Miles set a cup of apple juice and a bowl of Mini Wheats in front of her. “Thanks, Miles.”

“You’re welcome, Gwennie.”

“Call me ‘Gwennie’ again and I’ll beat you.”

They both laughed, and Gwen began to eat. Miles began to tell her his trip to Oscorp, about all of the things that he had seen. It was a perfect day.

After Miles told his story, Gwen told hers, all about the tech that was discussed and the little bits of the Biology Lab that she had seen. All of the sudden, Miles looked a bit nervous.

“Hey, Gwen, did you happen to see any of the spiders?” He asked, his voice raising a bit. Gwen, to resist freezing up, rolled her shoulders and forced a confused expression onto my face.

“No. Why do you ask?”

“Well, uh...I kind of…” Miles looked at his arm. Gwen’s eyes widened. Slamming her hands onto the table, she shook and stared at Miles.

“No. You can’t have.” She nearly screamed. “That’s impossible!”

Miles nearly fell out of his chair, in shock. “How do you know? Do you know what I’m talking about?”

“You were bitten by one of those spiders!”

“And how did you figure that out?”

“Because the same thing happened to me!”

Both teens looked at each other, with a look between understandment, horror, and question. 

“What are we going to do, Miles?” Gwen asked, softly. “I’m scared. I...I don’t want anyone else to know.”

“We’ll figure that out, Gwen.” Miles stood up and walked over, pulling the girl in a hug. Looking down, Gwen noticed that one of his arms was gone. Grabbing the invisible area, she felt the arm, but it wasn’t there…

“Don’t worry about that.” Miles whispered. “That...that just happens.”

They stood that way for a bit. Both were scared, and neither knew what they could do. But Miles let go after a minute of silence, making sure that Gwen didn’t fall. Gwen sat down on the chair, and pushed the hair out of her face. 

“Do you think that this is what happened to Spider-Man?” Miles asked.

“Probably. It would makes sense.”

“Could we become superheros?”

“Could we really do that?”

The conversation ended when there was a knock on the door. Gwen stood up and motioned for Miles to stay. Slowly, she walked over to the front door.

Opening it, she saw a familiar face.

“Mr. Parker?” She asked, tilting her head.

“Just call me Peter, Gwen.” Peter smiled, grabbing his backpack strap. “I got a text from Dr. Octavius. He said that you weren’t replying to his texts or answers his calls. He asked me to check on you, in case anything was wrong.”

Gwen smacked her head. “Shit! I slept in this morning and forgot to grab my phone! I’ll go call him, and explain.” She began to turn around and shut the door. But something stopped it.

“If you don’t mind, can I check out your progress on the prosthetic?” Peter asked her.

“We haven’t made much. Otto’s gone, and I was gone on Monday. I’m going to work on it later, once Miles gets here.” Gwen explained, hiding her lie, something that she was good at.

“Well, I’ll come over once he comes back. Have a nice day, Gwen!” Peter smiled, and waved.

“You two, Peter!” She grinned, and shut the door. Walking back into the kitchen, she stared at Miles.

“You need to get home, once Peter is out of sight. You’ll get in trouble if your mom catches you outside. I need to call Otto.” Miles stood up out of his chair.

“Are you not going to tell Otto?”

“No. He wouldn’t understand. He’d just try to cure it. Now, go!” Gwen shoved him out of the room. “And don’t let Peter see you!”

“Okay! Bye…..” His voice quieted as he was shoved out of the room. Gwen broke out into a sprint and and went straight to her room. Turning on her phone, she saw a bunch of texts and calls from Otto.

Quickly, she called him back.

_ “Gwen? Is that you?” _

“Yep, it’s me. I’m so sorry, Otto. I slept in this morning, and I didn’t grab my phone, and I was working on a project…”

_ “An excuse, but a decent one. You’re off the hook. Just….just don’t do that again? And call Miles over and see if he can help with the arm.” _

“Miles’s sick. He texted me last night. So he can’t come over. But I’ll call him tomorrow.”

_ “Perfect. Well, I have to go to a meeting. Talk to you later, Gwen.” _

“Bye, Otto.”

Gwen canceled the call, and dropped her phone on her bed. She needed to work on the arm. She needed to figure out what to do with these new...abilities. She needed to figure out what she and Miles were going to do.

Why did she have to do so much?


	6. New Little Spiders

**A few days after Wednesday (or Saturday, whatever)**

 

Miles woke up, jumping awake. He had been having a weird, unshakable nightmare since he had received the spider bite. But, every morning, he could never remember what it was about.

Climbing out of bed, he looked over his body, making sure his whole body was visible. He was getting better at controlling it, but it hasn’t even been a week since he’d been bit. He had some practice to do.

Leaving his room, he went straight to the kitchen to eat breakfast. Grabbing an apple, he began to pack a lunch.

He was going to spend the day with Gwen, although the reasons for that he didn’t know. It was either to work on the prosthetic, or to do something with their new abilities. The building was soundproof, so they could work in peace.

He packed a much bigger lunch than normal. For some reason, he was eating more. Much more.

“Going over to the lab?” His mom asked, yawning as she walked in. “Otto’s back?”

“Not yet. But he gave Gwen and I permission to work on our projects.” Miles looked around the kitchen. “I need to grab my backpack.”

“Just don’t have too much fun.”

“Really, Mom?”

Miles walked back in, backpack on his shoulders. “Well, I have to go. Bye, Mom.”

“Bye, Miles. I love you.” 

“Love you two, Mom.”

Lunch in hand, Miles walked out of his house, walking the familiar streets down to the lab. He was still very, very nervous about accidentally using his power. He didn’t go to school on Thursday, but had to go on Friday. He hadn’t seen Gwen since Wednesday, but he knew she was up to something. Something good, like when they were in middle school and playing pranks on people. Something great.

When he got to the lab, he knocked on the door. 

Gwen opened the door, in a white hoodie. “Come on.” She smirked and pulled Miles inside.

“So, what have you been working on that I couldn’t come over and see?” He asked, setting his backpack on the coat rack.

“Well, I finished up a good chunk of the prosthetic. I found a lot of defects, but that’s not the problem right now.” She was jumpy once more, the happy Gwen. “I made costumes.”

“Costumes? For what? Halloween’s at the end of the month.” 

“To try out our abilities! Outside!” She pulled Miles into her room, and opened her closet.

Inside was four costumes; a black and red hoodie, shirt, mask, and sweats, and the same things in in blue and green, white, black, and pink, and brown and black. Miles looked at all of them.

“You make all of these?”

“I bought a lot of the stuff at a clothing store, but I designed them myself. I was inspired by the first Spider-Man suit, you know, before Stark made a new one?”

“Yours is the white, black, and pink one?”

“Why, you want it?”

“Hell no. Why’d you make four?”

“Cause I didn’t know what you wanted.”

Miles looked at the other three suits. “I know it seems kind of controversial, but I’m feeling the black and red one.”

“Perfect!” She pulled it out. “Get changed in the bathroom. And  _ don’t _ come out until I say so.” Gwen pulled out her white suit and pushed Miles into her bathroom. Laughing, Miles shut the door and changed into the outfit.

It fit amazingly. The shirt and sweats connected so that they didn’t go flying up and off. Soft gloves. The mask was very thin, and nearly see-through. Inside was a thin lens that showed the news.

_ Please State Your Name _

“Wha…?” Miles muttered, taking a step back.

“Just say your name, clearly.” Gwen yelled from her room. “I’ll help you in a second.”

Miles sighed, and blinked a few times. “Miles Morales.” 

_ Miles Morales. Welcome to your new suit. _

“You can come out now, and grab your clothes!” And with that, Miles grabbed all of his clothes and exited the bathroom.

In her room, Gwen was all dressed in a white, black, and pink outfit. The jacket was white at the top, black over the chest and bottom. The mask was all white, but had black-looking eye holes. Her hood and inner arms were pinkish red with blue stripes. Her sweats were mostly black, but had white at the the ends. And, she wore black...socks? Miles was still wearing his shoes.

“Here. Put on these.” Gwen handed him a pair of socks, just like hers. “They’ll help us climb on walls.”

“Climb on walls?” Miles asked, surprised. “How do you know we can climb on walls?”

“I got scared. No context.” He couldn’t see it, but he knew Gwen was blushing under the mask. “Well, give me your clothes. I need to hide them, in case Otto comes back. Hey, give me your phone.”

“Why?” Miles said as he handed her his phone. Instantly, she tore off the back and carefully took off a piece. Grabbing the side of Miles’s mask, she let the piece stick there for a second, then removed it. Reforming his phone, she handed it back.

“I connected all of your phone data to your mask. It took me awhile to figure it out.” Gwen grabbed Miles’s clothes and grabbed her own, hiding them in the back of her closet. She took the other two Spider Suits and hit them along with them.

“Come on. Out through the window. I already chose the perfect spot.” Gwen pulled open the window, seemingly effortless. Climbing onto the window edge, she slowly began to climb up the wall. Shaking, Miles followed her. 

“Will anyone see us?”

“No, it’s an alley.” Gwen closed the window after Miles got out. Then she slowly began to climb the wall.

“It’s the middle of the day.”

“And we’re in disguises.”

“And if we see Spider-Man?”

“Fangirl Mode. Or, something. At least you can hide.”

“I can’t control the invisibility thing very well, Gwen.” The two scaled the building, and Gwen led Miles to a small bridge-thing.

“Come on. The bridge is safe-ish.” Gwen carefully stepped onto the bridge, and took a few big, quick steps across. At the end, she turned around and looked at Miles.

Miles sighed and walked on. To his surprise, he didn’t fall. Maybe Gwen wasn’t so reckless. No...she was.

On the other side, he could feel Gwen’s smile as she began to climb the building. Miles followed her, keeping his eyes on the hood of Gwen’s jacket. Going so high up was terrifying, since Miles wasn’t the biggest fan of heights. But, Gwen freaked out when they were on cliff sides with rails to hold on to. How was she going to high up?

“Hey, when are we going to stop?” Miles asked.

“Just up here.” Gwen pulled herself up onto a ledge, and disappeared. Miles hurried to catch up to her.

When he finally got to the top, he noticed that Gwen had her hood on. She faced him, and held up a peace sign. Waving him over, she walked to the other side of the building.

“Why are we up here? I thought you were afraid of heights!” He hissed, yet he still followed her. 

“I am. But this is different.” She stared down off the side. Then gasped. “Look!”

In their sights, there was a young woman, being attacked by a few men. Gwen was already climbing off of the building, but Miles grabbed her arm.

“Don’t! You’ll get hurt!”

“I have to! She’ll get hurt!” Shoving the arm away, Gwen jumped to the building next to them. Gasping, Miles watched. But he was too scared to follow her.

When Gwen finally reached the ground, she bashed two of the guys’ heads together, and got into a fistfight with the other man. Whenever Gwen took a hit, he winced. But when the man was finally gone down, Gwen looked at the woman.

“You’re welcome, miss!” Gwen said, chipper. The woman nodded her head and ran off. Once the woman was gone, Gwen instantly fell to the ground, holding her stomach. Miles quickly climbed down and crouched down next to her.

“You’re an idiot.” Miles whispered, helping her to her feet. “I told you not to go.”

“I saved her.”

“I thought that wasn’t our job.”

Gwen looked at him, and he felt an angry vibe come from her. Miles grabbed the bottom of her mask and pulled it off of her face, to help her breathe.

Suddenly, there were cop sirens behind them. “Hands up!” An officer shouted.

Instinctively, Miles grabbed Gwen’s hand, and using all of his will, making the two disappear. 


	7. Getting Back to Work

**Notes for the Chapter:**

> Sorry! This one is a bit late and a bit short!

Miles managed to pull Gwen up onto a building as she tried to figure out where she had gotten hurt.

“This was a stupid idea, Gwen.” He said, as he let go of her on the rooftop.

“Isn’t that what teens do?” She smirked, holding her side. “Anyway, it wasn’t too bad. I’m hurt, but I’ll live. I’ve had worse.”

“Ya, but you got ten stitches above your eye and scared the shit out of me and Otto.” Miles ran through diagnostics on his lens. Scanning Gwen’s wounds, he figured out that they would heal quickly.

“Let’s get back to the lab.” Gwen pulled her mask back down and walked over to the wall. Carefully, the two went back inside.

Gwen pulled off her jacket, revealing a tight black tank top. “Ahhhh…” Pulling up the bottom a little bit, it revealed a nasty bruise. Miles rolled his eyes. 

“Get changed and put some ice on that. I’m changing into my clothes. Meet me in the kitchen.” Miles walked into the closet and grabbed his bunch of clothing. Walking into the bathroom, he quickly changed.

When he got the Okay from Gwen, he walked out of the bathroom. Gwen was in the tank top and pajama shorts, and was laying on her bed. She watched silently as Miles hid the suit in her closet and sat down next to her.

“The bruise is going away.” She whispered, showing him the bruise. It was already almost gone, and she had just gotten it.    
“That’s crazy.” Miles stood up and ran his hand through his hair. “Well, if you’re feeling better, then let’s go work on the prosthetic.”

Gwen smiled and stood up, and the two began walking to the main lab. Inside the workplace, they both walked over to the arm.

“Didn’t you say something was wrong?” Miles asked, pulling up the files on the laptop.

“It’s not really with the arm, it’s with the user. The arm can move as fast as we can move our bodies, which is amazing. It works nearly flawlessly. But, while it’s connected with our nerves, it can cause memory loss, nerve damage, dangerously low levels of dopamine and serotonin, and weaken your muscles. I read the diagnostics after wearing it for a few seconds. It’s very scary. They’re our top focus.”

Miles brought up the coding screen for the connecting piece. “The coding’s all messed up. It’s weird, I’ve never seen this before.”

Gwen looked at the screen. “I didn’t even notice. This is bad. I don’t know how to fix this.”

“We’ll have to wait for Otto.”

“Can we work on improving the arm? Maybe making it less bulky?”

The two stared at the arm, noticing how big it was. A lot bigger than a normal human arm.

“It kind of looks like the metal arm of the Winter Soldier.” Gwen noted. “Just...a lot darker. And more metal plating.”

“And no big red star.” Miles began typing away on the computer. “Should I send this to Otto, or should I wait for him to come back?”

“Wait for him to come back. Otto’s having a rare vacation from us, and he deserves it. We’re taking a toll on his old body.”

“Really? He never mentions it.”

“I know, but I’ve been seeing it for awhile. But he loves us. He wouldn’t leave us for the world.” Gwen’s grin was amazing, and Miles could tell that she wasn’t lying. 

“And what if that world is a large cup of hot coffee?”   
“Then we’re screwed.”

They both started laughing, for a few seconds. Once they stopped, they began redesigning the arm. Taking off a bunch of unnecessary pieces, making it look flawless.

After a few hours, Miles glanced at the clock. “God, it twelve!” He shouted, making Gwen hit her arm on the prosthetic.

“Lunchtime!” She smiled and set down her screwdriver. Brushing hair out of her face, she began to jog to the kitchen.

Miles walked in after her, and found his lunch. Gwen grabbed a bunch of things from the fridge and just sat it down on the table. Sitting down across from Miles, she smiled at the pile of food.

“Been more hungry?”

“I think it’s an effect of the spider bite. You packed a huge lunch.”

“You’re right.” Miles grabbed out the sandwich he had made. “At least mine’s sort of healthy.”

“I don’t really care if it’s unhealthy. I spend so little time outside that I’m practically a vampire.” 

“Start going to school.”

“Not going to happen.” Gwen gave Miles her ‘shut up’ look. School was a sensitive topic to her. Gwen had really liked school, since she once had a whole bunch of friends, and was the smartest in their grade. But, six years ago, after her parents died, it all ended. She fell into a wave of depression.

About a year later, Miles built up enough courage to talk to her. Her group had bullied him growing up, but Gwen never did. In fact, she was already kind of nice to him. But, that day when they discussed a Robotics project, they really became friends.

Miles remembered the day that Gwen had explained that she was going to quit school. He felt so upset, and he thought that it was going to ruin her. But Gwen only got better, and they were able to hang out outside of school.

It was Gwen that got him the internship at Octavius labs. Gwen had really been a big part of his life. And he wouldn’t give it away for anything.

The two ate and joked around, being the normal people they were. Superhuman, smart, crazy irresponsible teenagers.

Gwen’s phone buzzed, and she glanced down. “Otto’s coming back!” She screeched. “He’s leaving Cheektowaga right now. He says he’ll be back tonight. Probably around nine.”

“I can’t stay that late. Mom’ll expect me back by four.” Miles sighed. “But I’ll come over tomorrow.”

“Sure. Otto’ll love to see you!”

\--

That night, Otto got back at ten, a hour later than he expected. He saw Gwen, sleeping in the kitchen, curled up on the chair. Otto sighed and grabbed a blanket from her room, covering the small girl up. Patting her head, he walked to the lab.

In the lab, he noticed the arm was slimmer, and the table looked much nicer. The computer was hooked up to the arm, so Otto unplugged it and slid on the neck piece.

Instantly, he felt something different. But he knew that Gwen and Miles had been working on the arm, so he wasn’t nervous.

He adjusted it for a few seconds, then practiced on using it like a normal arm. It worked perfectly. Better than perfect.

This one was done.

But what else could they do?


	8. Getting the Word Out

**Saturday, Post-Gwen and Miles’s Aventures**

**Peter, Ned, MJ, and the Avengers**

 

Peter was at the Compound, watching a movie with the rest of the Avengers. It was a common event, usually happening on weekends so Peter didn’t miss out on school. Today they were watching the Matrix. 

But, during one of the coolest scenes in the movie, the screen changed. Everyone groaned but sat up to pay attention to the allert.

_ An in other news, there have been sightings of new superheros.  _ The screen changed to a grainy video clip from an alley in the city. A white figure was on the wall, then fighting a few black figures.

_ They seem to be like Spider-Man, don’t you think? _

_ The two could stick to the walls, and their outfits seem a lot like the original Spider suit, but remember, the two disappeared once they were spotted by the police. _

_ So, like Spider-Man, but not. _

_ Do we have any idea on their genders? _

_ The black one is unknown, but the white one, according to eye-witness account of Mary Watson, is female. I, personally, believe that the black one is a male. _

_ Oh, stop with your sappy romantic stuff. _

“New Spider-Men?” Wanda asked, looking at Peter. “Did you know about this?”

“No! I had no clue about this!” Peter shot up, staring at the screen. “I need to find these guys!”

“We all have to. They’re impersonating heros, right?” Bucky asked the group. “That’s a crime for police, so why not us?”

“Maybe you should talk to them, Peter.” Pepper said calmly. “Everyone else is leaving on Monday.”

Peter sighed, rolling his eyes. “Right. Okay, I will. But, later.”

“Why later?”

“So I can figure out where the two work.” Peter walked out of the room, phone in hand. He opened his group messenger, where Ned and MJ had already started the conversation:

 

_ Peter! You have sidekicks??? _

**What? No!**

**_Then who are those new spiders?_ **

**Idk! They just appeared!**

_ R u going to find them? _

**Yes**

**_cool_ **

_ can we help? _

**No**

**_Let Spidey deal with this ned_ **

**damn**

 

Peter slid his phone back into his pocket and sighed. How the hell was he going to find these two people? He knew next to nothing about them.

Wait…

Oscorp….

 

Peter knew what happened to the missing spiders.

 

**That Night**

**Miles, Rio, and Officer Jefferson Davis**

 

Miles sat on the couch, watching TV with his parents. They had been eating dinner, but now ice cream. The show they had been watching had ended, so they were flipping through channels.

The news flashed on. Rio was about to change the channel, but Jefferson stopped him.

_ An in other news, there have been sightings of new superheros.  _ Miles watched the TV in shock. The screen was grainy, but he could see himself and Gwen in the alley. Gwen saving the woman. Miles getting down after the woman fled. The cops showing up, and then disappearing.

“I was there.” Jefferson whispered. “It’s true. And the station’s announced them as dangerous.”

Nervous, Miles spoke up. “But they saved the woman.”

“We don’t know who they are, what they are, why they are doing this, when did this start, or how it started. So they’re dangerous.”

Rio changed the channel, but the moment was still tense. “The place...it was near the lab, wasn’t it?”

“Maybe. I-I don’t know.”

Jefferson looked up at Miles, a serious look on his face. “Miles, promise me. They might be part of Oscorp, and you know how much Octavius and Osborn hate each other. If you ever see those two, call the station immediately. And tell that to Gwen, too.”

“Okay, Dad.” Miles nodded, biting his inner cheek. He hoped that he and Gwen wouldn’t do that again. He couldn’t hide something that big from his parents. And Gwen couldn’t hide that from Otto.

“Promise.”

“I promise, Dad.”

“And if they get any closer to Octavius, then you won’t be able to go interning until it’s safe.”

“ _ What? _ ” Miles shouted. “What about Gwen?”

“We can asked Octavius if she could stay here, so she’ll be safe.”

Miles looked at the TV. After a second, he answered, “I don’t think they’ll hurt Otto. They’re probably just two people that were given something that they don’t know how to use. And if they are a problem, we can just call the Avengers.” Wow, that did describe him and Gwen. 

“Maybe you’re right. But we don’t want to disturb them.” Jefferson looked at the TV. “Stay on this channel, Rio. I like this.”

Miles curled his legs up onto the couch, and set his empty ice cream bowl on the table. Laying his head on the armrest, he watched the show. He didn’t like it, but he paid attention.

Once the show was over, Miles went back to his room. Looking in the mirror, he noticed bags under his eyes. God, he needed to get more sleep.

He thought about texting Gwen, but it was late, and she probably fell asleep waiting for Otto. It wasn’t the first time.

Laying on his bed, he began to play some of the games on his phone. He played until he fell asleep, his phone falling to his stomach.

 

**The Next Morning**

**Gwen and Otto**

 

It was eight a.m. Otto woke up, only to walk to the kitchen to see Gwen still sleeping. Sighing, he shook the girl awake.

“Wake up, kiddo. It’s late.” He said, watching as the girl’s eyes slowly opened.

“O-Otto?” She whispered, looking up. “Sorry.”

“It’s okay. Eat something, then come to the lab. We have work to do.” Patting her head, Otto walked to the lab.

He began working on his new project, when a half hour later, a bouncy, fully awake Gwen came in, dressed in jeans and a sweatshirt. “We working on the prosthetic?”

“Oh, the prosthetic is perfect, Gwen. We’re working on another one.”

Gwen walked over. “But, some of the coding’s messed up.”

“It’ll work out. Come on, we need to make a new one.” Otto pulled out a bunch of the supplies and started working. Hesitantly, Gwen walked over.

“The coding’s all crazy. Miles and I couldn’t fix it. We need you to help us.” Gwen said, trying to be calm.

“No! It’s perfect the way it is!” Otto snapped, making Gwen jump back. “Come and help me!”

Gwen’s eyes were wide. “Y-You don’t have to yell.”

Otto sighed. “Sorry, kid. But I heard about the mugging yesterday. I think Oscorp’s after me. Or, us.”

“Why would Oscorp be after us?” She asked, knowing full well that it wasn’t Oscorp.

“Because of my bad history with Norman. And I won’t let you get hurt.”

A bit nervous, Gwen walked over to the table, and began helping Otto. Passing him tools, nervously. She didn’t know what to do.

After awhile, her phone rang. Excusing herself, she walked outside.

Otto knew she was up to something. And he was going to figure out what.


	9. Gyms Are Bad

Miles had spent almost all of Saturday morning trying to find a time to privately call Gwen, and alert her on their problem. It was almost noon when he finally found the time.

Tapping her contact, Miles held the phone to his ear.

_ “Hello?” _

“Hey Gwen.”

_ “Oh. Hey Miles. What’s up?” _

“We may or may not have a problem.”

_ “Oh God…” _

Miles sighed. “Everyone believes that the ‘New Spider Men’ are after Otto.”

_ “Well that’s pretty stupid.” _

“What do you think we should do?”

_ “Go back out and help more people, and then tell the person we saved that we’re just trying to help?” _

“I don’t think that’ll work.”

_ “Then I don’t know!” _

“Well, we’ll think of something.”

_ “Do you think the Avengers are after us?” _

“Maybe. Probably only Spider-Man, though. Why would all the other look for us?”

_ “They might think we’re dangerous.” _

“So does my dad, but he isn’t going to do anything yet.”

_ “If your dad is after us, then we’re screwed.” _

“He won’t hurt us.”

_ “Are you sure?” _

“One hundred percent.”

_ “Good, because we have another problem.” _

“What?”

_ “Otto’s gone crazy. He won’t let me fix the first prosthetic, and he started a second one! I’m scared.” _

“Why won’t he let you try to fix it?”

_ “I don’t know!” _

“Well, if anything goes wrong, just come over to my house. Mom’ll let you stay.”

_ “Thanks, Miles. I have to go, before Otto comes. Talk to you later!” _

“Bye, Gwen.” 

_ “Bye Bye!” _

Gwen hung up, and Miles looked at his phone. He had been hoping to make a plan, to find a way to stop the rumors. But this was bigger. If Otto wasn’t acting like himself, then he could hurt Gwen, maybe others.

Sighing, Miles sat down on his bed. This was going to be bad. He could feel it. Something back was going to happen.

Looking out his window, the bright sun casted small shadows on everything outside. Early fall was one of Miles’s favorite time of the year. The perfect temperature, the pretty scenery in the parks, everything.

Miles looked at his hand. Standing up, he walked over to the wall. He began to climb up the wall, onto the ceiling.

It was crazy. Super crazy. But it was fun.

Slowly climbing down, he stood firmly on his feet. Maybe he could do this.

But he’d have to train.

And to do that, he would do something that he hasn’t done for a long time.

He would go to the gym.

Miles changed into a tank top and basketball shorts, and found his earbuds. Going into the kitchen, he wrote a note for his mom, who was out helping a friend.   
_ Going to the Gym w/ Ganke. Be back @ about five. _

Filling a bag with water and some food, he left his house and journeyed to the nearest gym.

Walking in, he recognized the place from his regretful 7th grade year of taking track. Bad, very bad memories. And he only really did it because his friends were making him.

He went to the front desk and paid for the day. Finding a running machine, he dropped his bag, turned on some music, and began to jog.

After about ten minutes, he realized that this was too easy. He sped the machine up a little bit. Still, way too easy. Why?

Spider bite. What all had it done?

A man tapped Miles’s shoulder. He had a jacket on, with the hood hiding his face. “Hey, come here.” The guy whispered. Stopping the machine, Miles watched as the guy left. Nervously, he grabbed his things and followed.

The guy left the building, and led Miles to an empty area nearby. Miles clenched his fist as the guy removed his hood.

“You need to come with me.”

“And why’s that?”

“You’re one of the three that were accidentally bitten by the Oscorp spiders. I’m here to take you back to Oscorp and get it removed.”

“Hell no! You don’t need to do that! I’m fine!”

The man walked a step closer. “I’m afraid that it would be a crime if word got out that three teens got bitten by radioactive spiders from Oscorp. And we don’t need to deal with that.”

“How do you know that it was three teens?”

“Timing. Although, you are the only one we were able to get facial recognition from, Mr. Miles Morales.”

Miles’s eyes widened. Instantly, he punched the guy in the face. It was a horrible punch, but the guy still fell to the ground, unconscious. Stumbling back, Miles looked at the guy before running back to his house.

Inside, Miles began to pant. Dropping his stuff on the ground, he shakily pulled out his phone.

_ Gwen! Oscorp’s after us! _

**What?**

_ An Oscorp member met me today. He’s looking for us _

**Why?**

_ He said that he was looking for the three teens that had been bitten. _

**So you, me….and Spider-Man?**

_ Yes. _

**What all did the guy say?**

_ He has a cure, it’s a crime if word got out, and that they could get facial recognition for me. _

**Oh...this isn’t good.**

_ We have to be careful _

**Come by tonight. I have an idea.**

 

Without a doubt, Miles knew that her idea was stupid, crazy, and could get both of them hurt or killed. So he was going to do it. Making sure that Gwen didn’t kill herself.

 

_ What time? _

**9 pm**

_ C u then _

**:)**

 

Miles grabbed the bag off the floor, and walked to the kitchen. Putting all of the stuff away, he ripped the note and shoved it in his pocket. Falling into a chair, he sighed.

“Why is this happening to me?” He said aloud in the empty house. “What did I do?”

Of course, the house didn’t answer. But he wished he had someone to talk to. Someone who wasn’t bitten by a spider, but would keep the secret. No one would fit that bill.

For some reason, Miles remembered something from third grade.

 

\--Many years ago--

 

Mr. Unin’s room was loud, with everyone shouting at each other. Miles, one of the quietest kids in the class, was used to it. He found his way to his desk, surfing through the crowd. 

As he slid his book into his desk, he felt a sticky note hit his fingers. Sighing, he picked it up. He knew who it was from.

 

_ Miles, _

_ They’re a older kid, a boy named _

_ Peter Parker. His parents died a _

_ few years ago, and he’s having a _

_ bad episode. Try talking to him _

_ at recess. _

 

_ \--Gwen _

 

Miles sighed, putting the note in his pocket. Gwen was always trying to get him friends. Didn’t she know that he was already happy?

Looking at the other side of the classroom, he met the gaze of the small, pale blonde pigtailed mini female genius herself. Gwen grinned back at him, bouncing up and down.

Fine. He would talk to this Peter. Miles already knew who the guy was.

At recess, Miles sought out the distressed fifth grader. Finding him sitting alone on a bench, he sat next to him.

“What do you want?” Peter asked angrily.

Miles sighed. “Gwen Stacy told me about you.”

“Gwen? Third grade, short, blondie? You’re friends with her?”

Miles shook his head. “No. But she told me to talk to you. I’m sorry about your parents-”

“Everyone is.”

“Do you want to talk about it?”

“No.”

After a few quiet seconds, Miles stood up.

“Then I’m sorry.” He began to walk away., but Peter grabbed his jacket.

“Wait, kid.” Peter said, with sad eyes. “Gwen’s trying to help you get friends, right?” Miles noded. “She’s sweet like that. But don’t always listen to her advice. She’s a genius, but she can’t always help you with stuff like that. She’s made a lot of mistakes in her friendships. Try to make some on your own friends, okay?”

Miles looked down at him. “Y-Ya, okay. Thanks, Peter.”

“You’re welcome. Now go away.”

 

\--Now back to the Present--

 

Miles smiled as he remembered the little bit of his past. Could Peter maybe keep the secret? Did he even remember Miles and Gwen? The three had been in the same school for a few years, but Peter was always ahead of them. He’d probably forgot, since the day he came by he didn’t recognize either.

When could Miles find Peter? 

Oh, right. School. Damnit. 


	10. The Trio Begins To Form

**Summary for the Chapter:**

> WARNING! From this point on, there may/will be some depressing themes/actions. I will add new things as I go on. I make this fan fic up as I go, so I'm not sure about the end of this. But, it you are depressed, please read at your own risk (although my writing sucks) and stay safe! :)

That night, Miles made his was to the lab. Gwen met him at the front door, a nervous look in her eye. “Otto’s here. Come on, we’ll sneak through.” She jumped onto the wall, and then onto the ceiling. Miles followed her.

When they got into Gwen’s room, Miles noticed that new suits were laying on her bed. “Change, quickly!” Grabbing the white and black one, she jogged into the bathroom and gently shut the door. Miles sighed and examined the new suit.

It looked way better. It was a onesie, and had cool eye holes. The suit was black, but had red web designs all over it. Smiling, he put it on.

When the two had finished getting dressed, they climbed outside, into the cool darkness. Gwen explained how to get everything to work on the suit as they jumped from building to building. It took awhile, since Gwen was much smarter than Miles, but once they finally got it down, they were at a restaurant.

“Why are we here?” Miles asked.

“I don't know. This just feels like the right place.”

“To do what?”

“Change the world’s opinion on us.”

They perched up on a roof ledge, watching the building. People walked in and out. Nothing happened for awhile.

“Gwen, nothing’s going to happen.” Miles sighed, moving into a sitting position, leaning his head on Gwen’s leg.

“But...I feel something.” She was quiet for a second, then gasped. “There! Look!”

A tingling in the back of Miles’s neck told him that the three men that were carrying big backpacks and walking into the restaurant were dangerous. Getting back into a perch, he looked over at Gwen.

“Jump to the roof.” She whispered, taking a jump. Miles followed her closely, landing just a foot away from her. The two climbed into the vents and crawled to the dining area.

The men now had guns out, and were pointing them at people. They were talking, but Miles and Gwen were coming up with a plan.   
“There’s three of them, and two of us, Gwen. How are we going to do this?”

“Uh...um…” 

“Great. Gwen, take that guy closest to the counter. I’ll get that guy, and we’ll have to throw something at the third guy to get him to stop. Okay?”

“‘Kay. Good job, Miles.” Gwen smiled through her mask and gave him a thumbs up. Quietly, the two moved the grate out of the way, and Gwen jumped down.

“Sorry, you took too long to order. I’m sorry to say that we a policy that declares that each customer has two minutes to order once he or she gets to the counter.” Gwen declared, punching one of the guys in the face. “I kindly ask you to leave.”

The guy fell to the ground. One of the people gasped.   
“You guys are like Spider-Man!” He yelled.

Gwen looked over to the man as Miles took out his guy. “But we’re not. You got stuck with the rip-offs.”

“I don’t care. You guys are badass!”

“Thanks, Mister!” Miles shouted. “Little help, G-White Spider?” He was so close to revealing her name…

“Course.” Gwen jumped over and kicked the guy in the face. Miles smiled. God, was Gwen so amazing.

“Thanks!” A few of the people said, clapping. But, three of the people didn’t. One girl, two boys. They all looked like teens. Walking forward, the one in a jacket and a science shirt walked forward. Miles remembered him.

“Who are you?” Peter Parker asked, tilting his head a bit.    
“Spider people.” Miles replied.

“Do you have a problem with that?” Gwen said in a mildly threatening tone.

The girl took a few steps forward. “Where’s Spider-Man?”

“We didn’t touch him.”

“So why are you replacing him?”

“We aren’t. We’re just cleaning up the bits that he missed.” Gwen glanced over to Peter, locking eyes with him. “The more the merrier. Although, it would have probably been better if he was here.” She looked over at Miles. “Well, I guess we bet-”

Instantly, she grabbed a metal tray and held it up to block the guy’s bullet. He was back up, and had a full gun.

“Get everyone out of here!” Gwen yelled at Miles. Nodding, he began to push the people out of the building, leaving Gwen behind. 

As he ushered the people out, Miles heard a shout and clank of metal. Running back inside, he saw Gwen on the ground, next to the guy with the gun, now unconscious.

“Gwen?” He whispered, running over to the girl. She turned onto her back. 

“I tripped. Sorry.” She held up her arm. Quickly, Miles took it and helped the girl to her feet. Gwen patted Miles head, and looked outside. “The police should be here any second. Want to go?”

“Sure.” Together, the two teens ran out of the building, and up the side of a building. Once the two got to the top, Gwen pulled up her mask a bit. 

“God, I hate this stupid mask.” She complained, taking a few steps forward. “You think it worked?”

“Hopefully. You okay?”

“I’m fine. Come on, let’s go somewhere else.” Gwen began to jog to another building.   
“Shouldn’t we go back? I haven’t been sleeping well, and I want to get some sleep this weekend.” Miles asked softly, yet knowing that Gwen could hear him. She turned back.

“Sure. I don’t want you to push yourself. What kind of friend would I be if I did?” Walking back, she held out her hand. “I’ll take you back to the lab, and after we’ve changed you can go back home.”

Miles smiled and grabbed her hand. “Thanks, Gwen.”

“Anytime. Now let’s go!” The two began to jump back to the lab. They were quiet, but a happy quiet. It almost became a race, but Gwen beat him back. She probably more practice than him, being able to do this all day.

Once he was changed, Gwen explained the way to get out of the area and to his own house. Miles said goodnight and crawled out the window. 

\--

“So what are you going to do about those two, Peter?” Ned asked as him, Peter, and MJ left the restaurant where they had been eating at, checking the place out.

“They’re copying you.” MJ added. “You should be worried. The girl already caught your wit.”

“Speaking of the girl, it seemed like she knew you, Peter. Do you know her?”

Peter pulled the roots of his hair. “I don’t know! I don’t know her, at least I don’t think. Or that guy. And I’m not really worried. If they’re here, then maybe they can take over and I could go to the Avengers. I don’t know.”

“So you aren’t worried?” Ned said, sounding surprised.

“Maybe you should try talking to them as Spider-Man.” Mj looked at Peter, a glint in her eye.”I’m sure they’ll listen to you.”

“Okay. I need to do more patrolling, anyway.”

“You can go now!” Ned almost screamed. “Before they get to far away!” 

MJ nodded and looked over at Peter. Peter sighed and slid his backpack onto his shoulder.

“Fine. See you later.”

\--

Gwen went back outside as Miles got out of sight. She wasn’t getting much sleep herself, but jumping from building to building was really fun and stress relieving, as long as it was at night and she didn’t look down.

She didn’t want to see how far she’d fall if she did.

She didn’t want to face her thoughts ever again.

Jump high. Feel the cool October night wind through her suit. Grab onto the next building. Take a breathe and push off. Get to the edge and repeat.

Until she was hit with a web in the shoulder.

“Hello, fellow Spider person.” Spider-Man said, sitting on the top of a building. Gwen glanced up at him, panting.

“Hello, Spider-Man.” Gwen said, pulling the web off her shoulder. “What takes you to this roof at this time at night?”

“I can ask you the same thing.”

Gwen sat down on the concrete roof. “So, how’s it going? Family doing good? How’s the Avengers nowadays?”   
“It’s a good day. My family’s a private matter, but they’re doing okay. And the Avengers are getting over their losses. But, all in all, it’s great.” Spider-Man said, but Gwen couldn’t help but notice that Spidey sounded young. About her age. And familiar. “How about you, White Spider?”

That confirmed Gwen’s theory, but she went on. “My day could be better. I’m a bit on an insomniac nowadays, but that just meant that I could work on this cool suit. My family...well, my uncle’s going crazy, and that’s all I really have.”

“Sorry about your family, then. If you don’t mind me asking, could you tell me a bit about yourself?”

“Sure. I’m a girl, which is pretty obvious. High school age, no more context. I have trouble making friends, and I have occasional depressive episodes because of what happened to my parents.”

“What about that other guy? He one of your friends?”   
“Yep. He’s a good guy. I’d trust him with my life, just not all my secrets.” She said confidently. “Tell me a bit about you.”

“I’m sorry, but I can’t.”

Gwen stood up and walked over to Spidey. “Let me say this again. Tell me a bit about yourself, Peter Parker.”


	11. Officer Jefferson Davis

Miles walked into his house. It was late; almost eleven. God, how long was he out with Gwen?

His mom was sitting on the couch, wide-eyed. Strangely, his dad was missing. When his mom glanced over at Miles, he quickly walked over there. “Mom? What’s wrong?” He asked, worried.

The TV answered the question.

_ “Five police officers dead after this attack from the remains of the Vulture’s army. Officers Jame Laurin, Helen Murdock, Alex Cles, Jefferson Davis, and Scarlet Benoit.” _

Now Miles was wide-eyed.

_ No. _

_ No. _

_ NO. _

_ NONONONONONONONONONONO! _

Falling beside his mom, Miles was wrapped up in warm arms, and both mother and son began to cry, for the lost man. 

After probably an hour of crying, Miles stood up. 

“I-I need to go to bed. Goodnight, M-Mom.” He whispered, stumbling into his room. Once he walked in, he grabbed his phone and texted Gwen.

_ Hey, Gwen? Can we talk? _

No reply. He waited a few minutes.

_ Please, Gwen. I need to talk to you. _

Still no reply. She was probably asleep. Even an idiot would know that.

Until there was a text back.

**Sorry! I was exploring and just for back. What’s up?**

Exploring? Without him?

_ I’ll tell you in the morning. Get some sleep. You probably won’t be able to understand right now. I’ll come over at 8. _

**Miles, we can talk now if you need to. What’s wrong?**

_ Night. _

**Damnit Miles!**

\--

When Miles woke up in the morning, he just laid in his bed. He couldn’t look at his clock, so he just turned on his phone. 

_ 7:55 AM _

Great. He was supposed to meet Gwen.

Well, she could wait.

Laying on his bed, there was a knock on his door.

“Miles? Are you awake?” Gwen asked quietly.

He sighed loudly. “Come in!”

The door quietly opened and shut. Without a word, Gwen sat down at the foot of his bed. Miles moved so that his head was resting on Gwen’s thigh. She began to run her fingers through his hair.

“Can you tell me what happened?” She said softly. “Rio didn’t tell me anything, but she was crying in her room. Was it your dad?”

Miles nodded, and Gwen stopped.

“I’m so sorry, Miles. You...You don’t deserve to lose him.” She began to play with his hair once more, and was quiet. 

“Why are you here?” Miles whispered, holding back a sob.

“Because I knew that something was wrong. Trust me, when you’ve been through it all, you can see it everywhere.” Looking down at his wet eyes, Gwen sighed. “You’re allowed to cry, you know. I won’t judge. You might actually feel better.”

Miles sat up, but instantly leaned his head on her shoulder and began to cry. Gwen wrapped her arm around the boy and pulled him closer. But, she fished Miles’s phone from where he was hiding it. Turning it on and typing his password, she opened the texting messenger. She clicked his  _ school friends _ group chat.

_ Miles- Hey guys, it’s gwen. Think you can come over to miles’s house? _

_ Zach- why _

_ Miles- cause his dad died last night and he’s currently crying on my shoulder _

_ Ganke- can’t do it on your own? _

_ Miles- you think i have any clue on how to help a grieving person? _

_ Kahil- but you’ve lost people. Treat him like you wanted to then _

_ Miles- no it’s not healthy. just get your asses over here. _

_ Justin- watch ur profanity _

_ Ganke- on it _

_ Zach- began walking at gwen _

_ Kahil- asking for a ride now  _

_ Justin- let’s go help our grieving boi _

Gwen smiled, and set the phone down. Resting her hand on Miles’s head, she whispered, “Your friends are coming.”

“T-Thanks.” Miles whispered back, still crying. Pulling himself off of Gwen’s shoulder, he wiped his eyes. Gwen watched with earnest eyes. 

“Miles…” She rested her hand on his. “I-I don’t how to handle loss correctly. But I won’t mess this up for you.”

His wide eyes looked back. “How-”

“Don’t ask, because I’m not going to answer. Not yet, at least. But, remember, whatever happens, I’m still here. Your mom’s here. Your friends. We’ll help you.”

A knock on the front door broke the moment, but Gwen smiled and stood up. Leaving the room, she opened the door.

It was Justin and Ganke, holding plastic bags of...something. Zach was running up, and Kahil’s mom’s car was there. They got here quick.

“Come in.” Gwen said, trying to hide her naturally upbeat voice. Without another word, all four boys shoved through the door and into Miles’s room. Gwen followed them, until she heard a quiet sob in another room.

_ Mrs. Davis… _

Walking into the master bedroom, Gwen saw a heap of blankets. She knew that Mrs. Davis was under them.

“Umm, Mrs. Davis? Do...Do you want me to call anyone? Family, friends? Someone who’ll help?” She asked softly to the pile of sobbing blankets.

The blankets moved, and Mrs. Davis’s red face appeared. “Gwen?” She sobbed, looking at the young girl.

Walking over, Gwen sat besides the mourning widow. “I’m sorry about Officer Davis. I know how it feels.”

“Poor little girl!” Mrs. Davis wrapped her arms around Gwen. “Thank you so much for taking care of Miles!”

“No problem. He’s my friend.” She replied, freezing up a little bit. She knew that she wasn’t really taking care of Miles, since they were Spider-Manning together.

Holy crap, that sounded bad.

The older woman just cried, until she unwillingly fell asleep on Gwen. Sighing, Gwen laid the woman down and left the room, checking on the guys.

They were all sitting on the floor, a bunch of random candies, drinks, and wrappers on the floor. Gwen hid in the corner, watching the five friends interact.

Miles wasn’t crying anymore, but the feel in the air was still solemn. They were all talking quietly, eating candy and drinking sodas. Gwen longed to join them, help Miles, but she had a lot to do today.

It was already 9 am. She still had to go meet Peter, where he was going to teach her how to use the web shooters she was given the night before. It was going to be scary in the daylight, but she could manage.

She also needed to go help Otto with his new arm. It had a...weird new design. Honestly, Gwen was getting nervous. Something was wrong with Otto, but she too scared to ask.

Gwen also wanted to practice her abilities and maybe go patrolling that night. She slept like a rock the night before, and wanted that again.

Walking into the kitchen, she dropped about fifty dollars in cash on the counter. Finding a piece of paper, she wrote-

 

_ Sorry I can’t stay. _

_ Order some takeout. You _

_ won’t want to cook. _

 

_ \--Gwen _

 

Smiling at her note, she rested it on the money and quickly left the building.

\--

“So, Peter?” Gwen asked, now in her suit. She and Peter, well, Spider-Man were relaxing on the roof that they had met on the night before. Now it was broad daylight and she had small red bracelets on both wrists. Web shooters.

This was going to be fun.

“Ready, White Spider?” Peter said, tilting his head a bit as he saw Gwen’s head snap back to face him.   
“No. So let’s go.”

“If you’re not ready, you shouldn’t b-”

“SHHH!” She held her finger to her mouth. “I was being sarcastic. Of course I’m ready.”

“If you say so.” 

The two walked over to the edge of the building, and Peter took her through the steps on shooting the webs.

“Okay, aim the shooter at a surface. Wall, floor, ceiling, doesn’t matter. Press the button once to shot. Once it hits the building, it’ll stop shooting. Swing, and press the button twice to let go of the web.” Peter pointed around at the building and at his own web shooters on his wrists. “If you’re afraid of heights, focus on where you’re shooting. And don’t worry, you’ll get better at his.”

Gwen glanced down from the multi-story high building. “And if I fall?”

“I’ll catch you. This is just practice. Remember,  _ you’re  _ teaching your partner.” At those words, Gwen sighed and looked at her feet.

To be honest, she wasn’t sure if Miles could continue. No, not in the mess he was in right now. He needed his friends, and he needed to help him mom.

Gwen was too busy to help him, so she was going to make sure he was safe.

Even if it means sacrificing her freedom to be a superhero.

“Right.” She instantly brought back her wide smile, even though Peter couldn’t see it. “So, I got this.”

Before Peter could reply, she jumped off.

The wind felt good in her suit. It was awesome.

The ground came closer. Closer. Closer.

She shot up. 

Laughing, she spun the web so that she turned into the streets. Press the button twice. Shoot a new web on her other hand.

After about three times of doing that, the web took her face-to-face with a building.

Letting it go right before she hit the wall, she jumped and scrambled up the building to the top.

Peter jumped onto the building, gracefully landing on his feet. “Nice going. You’re a natural. But you’re going to have to careful of buildings. And of running out of web fluid.”

“Thanks Peter!” She said, jumping up and down.

“Don’t call me Peter.” Peter replied, getting stern. “Spider-Man. In case anyone hears, White Spider.”

“Okay, Spidey.” She looked around the buildings. “So, don’t we have some crime fighting to do?”

“I work alone, unless it’s with the Avengers. You can work by yourself?”

“Wow, bit picky, aren’t you? Ya, I can. But I have somewhere else to be. I’ll talk to you later, Spidey!”

“Still have my number?”

“Why would I get rid of it?”

Waving goodbye, Gwen jumped off the building and swung to the lab.

God, it was so much fun.

Crawling through her window, she changed into her normal clothes and ran to the lab. 

Otto was messing with the two arms while they were connected to his neck. She was scared to face him, but did with a smile on her face. 

“Good afternoon, Otto!” She said cheerfully. Otto turned to face her, and had a grin on her face. 

“Hello, Gwen. Can you help me real quick? There’s something lose on the arm, and I can’t reach it…”

Walking over, she grabbed a screwdriver and got to work.

 


	12. The Truth

This is how the week went for Gwen:

Visit Miles for a few minutes before he left for school, making sure both he and Mrs. Davis had enough money and food. If they needed something, Gwen made sure to go buy it, trying to do something for her grieving friend.

Then, she worked with Otto for the whole of the school day. A whole third arm now, with Gwen’s fear only rising. She tried to figure everything out, but she was just too stressed between everything.

And, after dinner every day, Gwen went out as ‘White Spider’ and tried to stop some of the crime in the area. She wasn’t very good at it, and got hurt a lot, but she was learning. It would take her some time.

Every night, she went to bed at about midnight. And every morning, she woke up at 6 am to make sure she could get to Miles’s house on time before he left for school. She worked all day, eating only a small lunch and normal dinner. It wasn’t enough.

Gwen was stressing herself. But, for the first time in years, she felt amazing.

But, after the week had ended, she needed to figure something out.

“Miles’s stressing over his dad’s death.” She whispered into the cold night. “The funeral is tomorrow, early morning. I don’t want to go, but I have to.”

“I swear that Otto is going crazy. I see it in his every move, in his every word. He loves, though. There’s still hope for him, right? That he can get better?”

“A-And Peter? God, I don’t know what to do about him. He gave me the web shooters, taught me how to use them, but then left. I want to text him, but I’m too scared.”

“And what about me? I’m hungry. Between my enhanced metabolism and nightly crime-fighting, I get barely any calories. I’m probably starving myself. But...But I feel amazing! I feel like I could be something more, more than just a genius. Like you said, Mom, I can be anything. But...But can I go on with this? Can I only choose one? What should I choose? Miles, my best friend? Otto, my guardian? Or the city?”

“Please, Mom, Dad, answer me. I’m lost. I need you guys.”

Tears began to roll onto the tombstones of Helen and George Stacy. Gwen sat in between them, in a large jacket and pants. “Please. Help me.” Sobs wreaked her body, even after six years.

After staying there for a few minutes, Gwen got up and began to walk back to the lab. She had her suit in her backpack, but didn’t feel like wearing it. She wanted to greet her parents as Gwen Stacy, not White Spider.

It didn’t matter. They were dead. But they were what Gwen needed right now.

Oh, how she wasn’t looking forward to the morning.

\--

At promptly 8 am, after getting probably 4 hours of sleep, Gwen stood in front of Miles’s door, in a long black dress and an umbrella to block the rain.

Why did it always seem to rain at funerals?

Mrs. Davis opened the door, in a similar dress. Miles was a bit behind her, with swollen red eyes. Once the two stepped out, Gwen handed her umbrella to Miles. After locking eyes for a second, he took it and the boy followed him mom. Slowly, Gwen followed the two.

She had to protect him.

At the funeral, Gwen just stood in the back. She knew Officer Davis, he was one of the officers that had told Gwen about her parents, before Gwen knew that he was Miles’s dad. He was the one that had hugged the sobbing ten year old. The one who had always looked at the girl with a smile, even when she used to come over and hang out with Miles.

He would never smile again.

Tears fell down her face as she remembered the man. As she remembered the man stand next to her on a day very much like this one, as she walked up to her parent’s caskets. 

_ They’re dead, kiddo. But they’re aren’t gone. As long as you love them. _

God, did Gwen want to leave. 

“Gwen?”

Turning around, Gwen saw Peter Parker, standing solemnly next to her. “Mr. Parker?”

“Peter.”

“Peter?”

“I’m sorry.”

“Don’t say that to me. Say that to Miles. It was his dad.”

“You don’t want to talk?”

“I have bad enough memories here. I don’t want to make them any worse.”

“So why are you here?”

“Miles.”

“Where’s Miles?”

“I don’t know.”

“So…”

“So go find him. I don’t think he wants to talk to me.”

“I thought you two were best friends.”

Gwen looked at the ground, another tear falling down her face. “No. We never were.” Turning around, she quickly left the funeral before the sobs could come.

\--

Miles looked into the coffin, the one where his dad laid. Tears in his eyes, he just watched the cold face, looking for a bit of movement.

Nothing happened.

Turning around, Miles began to look for Gwen. The two hadn’t been talking much, and he wanted to talk. Try to feel better with her.

But once he finally found her, she was running away, black dress flying in the wind. Sighing, he stood there until she disappeared. It made sense, in a way. She had already been here, for her parents. So many bad memories, she probably didn’t want to be here. Anywhere but here.

But Miles wished that she’d have stayed.

“Miles.” Peter Parker said, walking over. “I’m sorry for your loss.”

“Why are you here?”   
“What? I can’t feel sorry for a classmate?”

“Classmate?”

Peter smiled a little bit. “We both go to Midtown, but I’m a senior. You’re a sophomore, right? Sixteen?”

“Yes, I’m a sophomore at Midtown. But I had no clue that Stark’s intern went there.”

“Where else would he be?”

“College.”

“Well, I’m not that old yet, and I want to stick with my friends. You know the feeling.”

Miles looked at where Gwen had disappeared. “Ya. I know that feeling.”

Peter’s eyes followed. “You and Gwen are close?”

“You remember elementary school? You were in fifth grade?”

After being quiet for a second, Peter shook his head. “No, I don’t remember much from elementary school.”

“Well, in elementary school, Gwen tried so hard to find me friends since she was scared that her friends would bully me more if we were friends. Well, she gave me a new person to talk to almost every day. One day, it was you.” A tear fell down Miles’s cheek. “So, I spoke to you. You told me to try and get my own friends; to not rely on Gwen’s advice. You said that her friends were jerks.”   
“You were right, Peter. Soon after, I found my own friends. But, I never forgot Gwen. She was the reason I found all of the friends I have now. She...she’s like a sister. And I love her for what she’s done.”

“Love like a friend, right?”

“I’m not sure anymore.”

Peter patted the younger boy’s shoulder. “Well, I’m not sure whether or not I actually said that when we were younger. But, if it means anything, you can trust her with your life. She’d trust you with hers.”

“Thanks, Peter.”

“Anytime, Miles. And hey, if you ever need help, whether with homework or mentally, I know people who can help. Just call me.”

Peter gave Miles a number. “Make sure to give it to Gwen, next time you see her. I want to make sure she’s okay, too.”

“Aren’t we, like, rivals in work?”

“No, Stark Industries is rivals with Oscorp. You guys, Octavius Labs, don’t really have a side yet. But I hope you guys would choose Stark.”

“Well, considering Otto hates Osborn, then count us on your team.”

Peter’s phone buzzed, and he looked at it. “I’m really sorry, but I have to go. I’ll see you at school.”

“Bye.”

“Bye, Miles. And I’m sorry.”

Miles watched as a car came over and picked Peter up. It was a really nice car, so it must have came from SI. Once Peter was inside, it sped off.

_ But, if it means anything, you can trust her with your life. _

_ She’d trust you with hers. _

“Gwennie…” He whispered, using her hated nickname. She was probably still patrolling the streets at night, but he wasn’t sure. But, it would make sense. She found joy in doing reckless things.

_ “Miles!” Thirteen year old Gwen shouted, dressed in a tank top and shorts. “Come on, let’s go swimming!” _

_ “Where?” Miles was sitting on the floor of Gwen’s room, building Legos. _

_ “The Hudson!” _

_ “Gwen, that’s really far away, and that river’s really cold. Not to mention that many people jump off of the Hudson Bridge.” _

_ “We’re not going to jump! We’re just going to swim!” _

_ “You can’t swim.” _

_ Gwen sighed. “Are you going to come or not?” _

_ “No. I would like to keep all ten toes, thank you.” _

_ Whining, Gwen leaned on Miles’s back. “Why can’t you do anything fun?” _

_ “Why can’t you do anything relatively safe? Anyway, I thought we were going to work on the spaceship.” _

_ “Oh, oops, I forgot.” The girl’s cheeks turned pink, and Miles smiled at her face. “Okay, let's get to work!” _

 

Miles smiled as he remembered the sweet tone of Gwen’s voice. It had disappeared over the years, now more serious and hard. No longer as reckless as she was, but still plenty.

Sighing, Miles stared at the grass at his feet. He hoped that his friend would come back, come back to the light of her old world.

\--

Peter looked at his phone once more, reading the stupid text about a stupid meeting that was about the stupid accords. God, he didn’t want to go. But the Avengers were gone and Pepper was busy, so he was the only one that could go.

How long had it been since Peter felt normal? Since before Thanos, before Mr. Stark died and he began to take over SI? Before the Vulture, and Berlin? Before Spider-Man?

God, did he just want to go over to Ned’s house, build a new Lego set and complain about school. Hang out with MJ, maybe finally ask her out on a date. Heck, maybe even go try being friends with Miles and Gwen. They sure needed it right now.

Or maybe go find White Spider again. Make sure that she hasn’t killed herself yet.

White Spider told some...unsettling things to Peter when they first met on the rooftop. Without revealing her name, she explained about how her parents died when she was young, and how her uncle was going crazy. How she was woken by nightmares almost every night, from remembering her parents faces. That she felt that she wasn’t good enough, not good enough to save the ones that were close to her. How that, most nights, it was all she could do not to tear her skin open with her nails. 

God, that was so depressing. She couldn’t be any older than Peter.

But the worst parts? Peter related. He knew how she felt. After losing his parents, Uncle Ben, Aunt May, and Mr. Stark, some days just seemed void of happiness.

And he had an idea on who White Spider was.

Finally getting to the meeting house, he said bye to Happy and went to his stupid meeting. Stupid, stupid accords.

\--

Gwen laid on the cold rooftop, in her White Spider suit. It was still raining pretty heavily, but with her mask off, it felt nice. 

After, oh, an hour of being half-asleep on a random rooftop, she was being shaken awake. “Gwen? Gwen…?”

“Good afternoon, Miles.” She opened one eye and yawned. “I see you stopped by the lab.”

Miles was wearing his Spider suit, but his mask was off too. His eyes were much less puffy and red, but they looked worried.

“Thanks for falling asleep. God, you scared the shit out of me! I kept trying to call you!” 

“Sorry, but I’m tired. And hungry.” Her stomach growled, right on cue.

“I’m guessing your clothes are still here?”

“I’ll just put on sweats and a sweatshirt. I don’t need to take off my suit.” Rubbing her eyes and sitting up, she grabbed her backpack and found her clothes. After pulling off her gloves and one web shooter, she pulled it on. Next came the sweats, and then an old pair of boots. Stuffing her mask and gloves into her backpack, she turned to Miles, who was now dressed in a similar outfit.

“Let’s go buy some coffee.” He said with a smile.

Once the two were off the building, a thought entered Gwen’s head. “Aren’t you supposed to be at your dad’s funeral?”

“It ended a few hours ago.”

Gwen stopped. Funerals lasted forever, and she left pretty quickly. “How long has it been since I left?”

“About six hours? It’s almost three now.”

“Shit!” Gwen shouted, her hands getting shoved into her hair. “Shit, I didn’t know I fell asleep! I...I didn’t have any…”

“Didn’t have any what?”

The two met eyes. Miles knew nothing of Gwen’s nightmares. He wasn’t supposed to. “I didn’t have any dreams.” She quickly answered. 

“Weird.” Miles replied, a hint of worry staying in his eyes. “Come on. There’s a coffee place nearby.” Miles put his arm around Gwen’s shoulders, like they did when they were younger. When one of them wasn’t feeling so good.

_ “Why are you crying, Gwen?” Ten year old Miles asked one day, at school. _

_ Gwen looked at him, tears swelled in her eyes. “M-Miles?” She whimpered. _

_ Quickly, Miles walked over and wrapped his arm around her shoulders. A side hug, since neither was a fan of contact. “It’s okay, Gwen. It’s okay.” _

_ It’s okay. _

It’s okay.

 


	13. Chapter 13

**Summary for the Chapter:**

> Hey guys, I'm super sorry, but I'm not sure if I can finish this. :( I don't really have much motivation, and not many ideas. But if you would like this to continue, leave ideas in the comments! I don't really care what it is, but I need something.
> 
> Thank you!

Miles and Gwen ordered a late lunch at a coffee shop. Miles got a hot chocolate and a grilled cheese sandwich. Gwen got a small caramel frappuccino and a chicken salad. Silently, they ate. It took every bit of Gwen’s will to not shove everything into her stomach.

She really needed to eat more.

“So, how’s Otto doing?” Miles asked, to break the awkward silence that had enveloped the two.

“Still...getting weirder.” Gwen took a big bite of her salad before mumbling, “It’s kind of scary….”

“Hmm?” Miles’s expression grew sour.    
“N-Nothing!”

“Gwen, if you’re getting scared of Otto, then come and live with me. Mom won’t care. We’ll get the poli-”

“I don’t need the police!” She shouted, slamming her hand onto the table. Thankfully, no one was around, and they were outside. “I can deal with this on my own.”

“How much sleep do you get a night?”   
“What?”

“You heard me. How much sleep do you get every night? How much do you eat?”

Gwen’s cheeks grew red. “I-I get about five hours of sleep a night….and I eat lunch and dinner…”

“Gwen…” A warm hand came to her cheek. “You need to take care of yourself better.”

“I know what I’m doing, Miles.” She smiled. “I’m not an idiot.”

“If you’re not an idiot, then eat three meals a day. Sleep a few more hours. Cut pack on flying across buildings stopping petty crimes.”

“But those need to get stopped!”

Miles rubbed his eyes. “If you’re going to be a superhero, try to focus a bit more on yourself. The city doesn’t need their savior pass out on the streets.”

“Okay. I..I’ll try, Miles.” A dark pink rested on Gwen’s cheeks as she felt her eyes grow moist. Miles tried to talk to her, but she ignored him, trying to hold in tears. Until comforting hands rested across her chest, and Miles’s cheek was resting on hers.

“It’s okay, Gwennie…” He whispered into her ear. “I’ll always be here for you.”

“I-I-I’m sorry…”

“Shhh…No one’s going to hurt you. You’re okay…” Miles kept whispering soothing words into Gwen’s ear until she stopped crying. This wasn’t something new, but it was something both of them hated. 

“I-I’m better.” Gwen said, quietly. Miles let go and walked back to his seat. Suddenly, the rest of the salad or the frappuccino didn’t look very appetizing.

“Come on, let’s go to my house.” Miles grabbed his hot chocolate and Gwen’s coffee and the two left, having already paid inside. 

As they walked, neither said a word. The stupid silences were bugging Gwen, now that they were happening more often. Stupid, stupid quiet. 

“How’s your mom holding up?” Gwen asked, in a nearly silent whisper.

“She’s doing okay. It’s hard, though. She...She hasn’t gone back to work yet. But she will tomorrow.”

“I feel terrible. I should be helping you guys more.”

“It’s fine, Gwen. You helped us a lot. You don’t need to help with everything.”

“It just feels like I do.” She clenched her hands. “I know what it’s like. It’s hard, it crushes you. I….I just didn’t want you guys to feel the same way.”

Miles was quiet. “You know, Mom and I can deal with these things.”

“I...I…” Gwen wanted to say,  _ I know,  _ or  _ I can, too _ , but neither came out. Her heart began to face. Looking at her feet, she blurted, “I have to go!” Sprinting off, she left a very confused and worried Miles. 

Without slowing down, Gwen found a empty street and launched herself up the building. Taking shallow, small breaths, she found a small space between a heater and a wall, and squeezed herself into the gap. Hiding her face between her legs, she focused on evening her breath.

_ In _

_ 1 _

_ 2 _

_ 3 _

_ 4 _

_ 5 _

_ Out _

_ 1 _

_ 2 _

_ 3 _

_ 4 _

_ 5 _

_ In… _

After a few minutes, her breathing evened out. Another stupid panic attack. Staying curled up in the small gap, she pulled out her phone at an awkward angle. Turning it on, she read her texts that she had.

 

_ Otto _

_ Kid! Get over here! We have work to do! _

_ I think I just made an amazing  _

_ discovery! _

 

_ Miles _

_ Gwen? You feeling okay? Call me, I want to  _

_ talk to you. Please. _

 

_ Spidey _

_ Hey, Kid. Come to the building. I want to show _

_ you something. _

 

Damn. Her three choices. Otto, Miles, or New York. It was like a  _ Choose Your Own Adventure _ book, the ones she liked as a kid. Each path led her down to a different ending. Effecting everyone differently.

If she choose New York, she could lose the ones she loved.

If she choose Miles, she could put the city at risk.

If she choose Otto, then she could be creating a monster to take down the city.

Even though she hated it, Gwen made her choice.

 

_ Ya, I’ll be there soon, Spidey! See you! _

 

Taking a last deep breath, she crawled out of the gap and climbed back into the alley. Quickly changing into her White Spider outfit, she clipped on the web shooters and fired away, swinging to the building where she would meet Peter.

\--

Otto looked at his phone. It had been ten minutes since he sent the text to Gwen. No reply.

_ That damned little… _

_ Was she okay? _

No, of course she was okay. She’s Gwen Stacy. 

But why wouldn’t she answer his text?

He’d just figured out how to connect all the arms at once! He could use them all at the same time! That's life-changing!

But why isn’t Gwen here to celebrate?

\--

Miles sighed, looking at his phone. God, Gwen had always worried him, either being too chipper, to sure about her ‘friends’, or being super depressed. But now...now it was different.

It had been about an hour since he watched Gwen run away from him, about 50 minutes since he had sent the text. He was getting worried.

_ Gwen? Hey, answer me. You don’t have to come over, I just want to make sure you’re okay _

Sending the text, he laid down on his bed and waited. 


End file.
